SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 27, 1994
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(Date of Report, date of earliest event reported)
VALHI, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-5467 87-0110150
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
(Address of principal executive offices) (Zip Code)
(214) 233-1700
(Registrant's telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
Item 2: Acquisition or Disposition of Assets.
o On December 27, 1994, the Board of Directors of Valhi, Inc.
declared a special dividend on its common stock of all of its
approximately 48.1% ownership of Tremont Corporation. The
special dividend, consisting of 3,537,166 shares of Tremont
common stock, is payable February 3, 1995 to Valhi stockholders
of record at the close of business on January 6, 1995. Based
upon current outstanding shares, Valhi stockholders will receive,
in a taxable distribution, approximately .03 (three one-hundreds)
of a share of Tremont common stock for each share of Valhi common
stock held as of the record date, with cash paid in lieu of
fractional shares.
The common stock of Tremont Corporation (Commission File No. 1-
10126) is traded on the New York and Pacific Stock Exchanges
under the symbol "TRE" and had a closing price on December 23,
1994 of $11.75 per share.
o During the fourth quarter of 1994 (through December 23, 1994),
Valhi purchased an additional 1,038,900 shares of the common
stock of NL Industries, Inc. (Commission File No. 1-640) in the
open market for an aggregate of $12.4 million. The NL shares
acquired increased Valhi's direct ownership of NL from
approximately 48.9% at September 30, 1994 to approximately 50.9%.
As a result of increasing its ownership of NL to more than 50% as
of December 13, 1994, Valhi will cease to report its interest in
NL by the equity method and will fully consolidate NL's financial
position as of December 31, 1994 and will fully consolidate NL's
results of operations and cash flows beginning in 1995.
The source of funds to make the purchases was Valhi's cash on
hand, and no funds were borrowed for this purpose.
Item 7: Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired:
o Annual financial statements - Consolidated financial statements
of NL, with independent auditors report thereon, pages F-1
through F-38 inclusive of NL's Annual Report on Form 10-K for the
year ended December 31, 1993 (Commission File No. 1-640) are
incorporated herein by reference to Exhibit 99.1 of Valhi's
Annual Report on Form 10-K for the year ended December 31, 1993.
o Interim financial statements - Unaudited consolidated financial
statements of NL are incorporated herein by reference to pages 3
through 13 inclusive of NL's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 (Commission File No. 1-640).
(b) Pro forma financial information:
Pro forma condensed consolidated financial statements of Valhi
which present the pro forma effect of the transactions described
in Item 2 above (distribution of Tremont stock and consolidation
of NL), assuming such transactions had occurred as of the dates
set forth in the accompanying notes, are included herein as
Exhibit 99.2.
(c) Exhibits
Item No. Exhibit Index
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99.1 Press Release of the Registrant dated December 27,
1994.
99.2 Pro forma financial information of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VALHI, INC.
(Registrant)
By: /s/ Steven L. Watson
Steven L. Watson
Vice President & Secretary
Date: December 27, 1994